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USEG > SEC Filings for USEG > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for US ENERGY CORP


6-Nov-2009

Quarterly Report


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is Management's Discussion and Analysis of significant factors that have affected the Company's liquidity, capital resources and results of operations during the quarter and nine months ended September 30, 2009 and 2008. The following also updates information as to our financial condition provided in our 2008 Annual Report on Form 10-K. Statements in the following discussion maybe forward-looking and involve risk and uncertainty. The following discussion should also be read in conjunction with our condensed financial statements and notes thereto.

General Overview

The Company is involved in the exploration for and development of oil and gas, minerals and geothermal energy as well as real estate development. The Company's primary objective in the short to mid-term is to develop and acquire oil and gas producing properties as well as develop its geothermal properties. The long-term goal of the Company is to participate in the development of the Mount Emmons molybdenum property in Colorado. In addition to the Company's oil and gas properties, the Company owns one multifamily housing complex as well as various other real estate properties which provide cash flows to fund operations. Through these businesses, it is the Company's primary goal to improve shareholder value by developing long-term recurring revenues, cash flows and net income.

FASB Codification Discussion

We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the "FASB." The FASB sets generally accepted accounting principles (GAAP) that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. Over the years, the FASB and other designated GAAP-setting bodies, have issued standards in the form of FASB Statements, Interpretations, FASB Staff Positions, EITF consensuses, AICPA Statements of Position, etc. One standard that applies to our business is FASB Statement No. 128, "Earnings per Share." That standard, originally issued in 1997, has been interpreted and amended many times over the years.

The FASB recognized the complexity of its standard-setting process and embarked on a revised process in 2004 that culminated in the release on July 1, 2009, of the FASB Accounting Standards Codification,™ sometimes referred to as the Codification or ASC. To the Company, this means instead of following the earnings per share rules in FASB Statement No. 128, we will follow the guidance in Topic 260, "Earnings per Share". The Codification does not change how the Company accounts for its transactions or the nature of related disclosures made. However, when referring to guidance issued by the FASB, the Company refers to topics in the ASC rather than FASB Statement No. 128, etc. The above change was made effective by the FASB for periods ending on or after September 15, 2009. We have updated references to GAAP in this Quarterly Report on Form 10-Q to reflect the guidance in the Codification.

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Liquidity and Capital Resources

At September 30, 2009, the Company had $11.7 million in cash and cash equivalents and $27.2 million in Treasury Bills with longer than 90-day maturities from date of purchase for a total of $38.9 million or $1.83 per outstanding common share. Its working capital (current assets minus current liabilities) was $40.1 million. As discussed below in Capital Resources and Capital Requirements, the Company projects that its capital resources at September 30, 2009 will be sufficient to fund its operations and capital projects through the balance of 2009. To fund projected oil and gas exploration beyond the end of calendar 2009, the Company will need to obtain additional capital. The Company is currently considering its alternatives, including sales of additional shares of its capital stock. Additionally, the Company is pursuing financing of its real estate property in Gillette, Wyoming and renewing its line of credit with a commercial bank. The line of credit in the amount of $5.0 million expired on October 1, 2009 and was fully available at that time. The Company is negotiating with the bank for its renewal.

The principal recurring trend which affects the Company is variable prices for commodities producible from our mineral properties, although the extent and grade of discovered minerals can mitigate or aggravate the impact of price swings. As commodities experience lower values in the market place, it is typically less expensive to acquire properties and hold them until prices raise to levels which either allow the properties to be sold or placed into production through joint venture partners, or by the Company for its own account. Availability of exploration drilling equipment and crews fluctuates with the market prices for oil and natural gas. When prices are low there is less exploration activity and the cost of drilling is typically reduced.

Cash flows during the nine months ended September 30, 2009:

· Operations provided $2.9 million, Investing Activities provided $19.4 million and Financing Activities consumed $19.1 million for a net increase in cash of $3.2 million.

· For a discussion on cash consumed in Operations please refer to Results of Operations below.

Investing Activities:
· Cash provided by investing activities was generated primarily through the redemption of U.S. Government Treasury Bills, $24.1 million and restricted cash investments held as collateral for a construction loan, $4.7 million, for a total of $28.8 million.

· Additional cash was provided by investing activities as a result of the Company's receipt of the first of six anticipated annual payments of $1.0 million from Thompson Creek Metals USA ("TCM") as an option payment on the Mount Emmons property.

· Investing activities consumed cash through the completion of the development of its multifamily housing complex in Gillette, Wyoming, $91,000, the acquisition and development of oil and gas properties, $9.1 million, investment in Standard Steam Trust, $877,000 and the purchase of property and equipment, $249,000.

Financing Activities:

· The Company retired $17.7 million in debt during the nine months ended September 30, 2009. This debt consisted of $16.8 million for the construction of the Company's multifamily housing complex in Gillette, Wyoming and $875,000 for the joint purchase with TCM of a parcel of property in Colorado.

· The Company purchased 706,071 shares of its common stock pursuant to its stock buyback plan which consumed $1.4 million during the nine months ended September 30, 2009.

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Following is a discussion regarding the Company's Capital Resources and Capital Requirements during the balance of 2009. For longer-range projections of the Company's capital resources and requirements, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.

Capital Resources

Sources of capital during the balance of 2009 are expected to consist of (1) the sale of oil and gas production from the Company's existing and anticipated oil and gas operations, (2) receipts of cash for the rental of real estate properties, (3) cash on hand, (4) long-term financing of the Company's multifamily housing complex, and (5) a line of credit in the amount of $5.0 million that expired on October 1, 2009 and is being negotiated for renewal, which may be extended. In addition, we are also considering financing alternatives that may include the issuance of capital stock of the Company.

Oil and Gas Production

At September 30, 2009 the Company had two producing wells and one additional successful well that did not begin production until the fourth quarter of 2009. The Company receives on average $212,000 per month from these producing wells with average operating cost of $19,000 per month, before non cash depletion expense, for average cash flows of $193,000 per month from oil and gas production. The Company anticipates that cash flows from oil and gas operations will increase through the balance of 2009 as the wells being drilled with Brigham begin to produce. Decreases in the price of oil and natural gas however could decrease these monthly cash flow amounts.

Primarily due the drilling of one dry hole in the third quarter with net costs to the Company of $98,000 and low market price for gas at September 30, 2009, capitalized costs for oil and gas properties at September 30, 2009 exceeded the ceiling test limit. The Company therefore recorded a $405,000 non-cash write down of its oil and gas properties during the quarter ended September 30, 2009. In the quarter ended March 31, 2009, the Company recorded a $1.1 million non-cash ceiling test write down of its oil and gas properties primarily due to low market price for natural gas at March 31, 2009. The total impairment recorded in 2009 through September 30, 2009 is $1.5 million.

The ultimate amount of cash that will be derived from the production of oil and gas will be determined by the price of oil and gas, the amount of production and production costs. The ultimate life of producing wells will likewise be impacted by market prices and costs of production. The Company plans on continuing in the oil and gas exploration business and may also acquire existing oil and gas properties.

Real Estate

The Company's multi-family complex in Gillette, Wyoming is complete and had an occupancy rate of 82% at September 30, 2009. Revenues are approximately $220,000 per month and net cash flow from this property is approximately $160,000 per month. As of September 30, 2009 there is continuing evidence that the overall housing rental market in Gillette has softened. Lower overall commodity prices for coal and natural gas (the primary industries in Gillette, Wyoming) and the resulting reductions in workforces are placing pressure on the rental housing market. The Company will continue to focus on tenant retention and control of overhead costs in an effort to minimize the impact of any downturn. The Company has initiated the process to secure long-term financing for the property. The property cost $24.5 million and has been appraised in excess of that amount.

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Cash on Hand

The Company invests its working capital in interest bearing accounts and the majority of its cash surplus in short-term U.S. Government Treasuries. Although the Company could benefit from higher interest bearing investments, it has its cash invested in U.S. Treasuries to preserve the principal in the current turbulent financial markets and to avoid becoming an inadvertent investment company.

Capital Requirements

The direct capital requirements of the Company during the balance of 2009 are the funding of the development of the Company's interest in its oil and gas properties, the potential acquisition of additional oil and gas properties or companies, funding of our geothermal investment and Remington Village operations, costs associated with the water treatment plant at the Mount Emmons molybdenum project and general and administrative costs.

Mount Emmons Molybdenum Property

Under the terms of its agreement with TCM, the Company is responsible for all costs associated with operating the water treatment plant at the Mount Emmons molybdenum property. Operating costs during the balance of 2009 are projected to be approximately $423,000. Additionally, the Company projects fourth quarter capital improvement expenditures of $35,000 at the water treatment plant which are expected to improve its efficiency. The Company also participates on a 50 - 50 basis with TCM to fund holding costs associated with a parcel of jointly purchased real estate in Colorado and other nominal project related maintenance and security costs at the mine site. The Company's portion of those costs during the balance of 2009 is projected to be $15,000. Actual future costs could be different from those estimates made above.

Oil and Gas Development

Brigham Exploration Company ("BEXP")

At September 30, 2009, the Company had funded the drilling of two wells with BEXP with net costs to USE of $6,858,000. Pursuant to the Drilling Participation Agreement, the Company has committed to fund 65% of BEXP's initial working interest in four additional wells during the fourth quarter of 2009 with expected net costs to the Company of $11.7 million. If the Company elects to participate in wells with BEXP beyond the initial six well program, an additional two wells could be drilled in the fourth quarter bringing the total estimated capital requirement for the fourth quarter to approximately $16.6 million.

The Company's portion of operating costs and expenses for these wells is projected to be approximately $150,000 for the fourth quarter of 2009.

PetroQuest Energy, Inc. ("PQ")

The Company's portion of operating costs and expenses for its producing well are projected to be $57,000 during the remaining three months of 2009.

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The Company has elected to participate in the drilling of one Gulf Coast well with Petroquest in the fourth quarter of 2009, The Company will participate as an approximate 4.24% working interest owner with projected net costs to the Company of $220,000. While successful Gulf Coast wells can provide favorable returns on investment, we will continue to assess the viability of participating in additional wells with PQ. If we should elect not to participate in any undrilled prospects proposed by PQ where we have paid for lease and seismic costs, we will attempt to farm out or sell our interest.

YUMA Exploration and Production Company Inc. ("YUMA")

The Company has budgeted $1.0 million in drilling costs in the fourth quarter of 2009 for wells with YUMA. The actual expenditure of these funds is contingent upon the generation of viable drilling prospects by seismic evaluation and the availability and cost of drill rigs. No firm commitment has been made to drill any wells as of September 30, 2009; however leasing activity is expected to commence with projected net costs to the Company of $42,000 in the fourth quarter.

Houston Energy, L.P. ("Houston Energy")

As of September 30, 2009, the Company has no commitment to drill any additional wells on other prospects with Houston Energy. While successful Gulf Coast wells can provide favorable returns on investment, we will continue to assess the viability of participating in additional wells with Houston Energy on a project by project basis.

Wildes Exploration Agreement ("Wildes")

The Company has contracted to pay Wildes an annual $100,000 consulting and management fee for the prospects with PQ and an additional $50,000 annually for properties with Yuma. Additionally, Wildes has a back-in interest in wells drilled with PQ, Yuma and Houston Energy. Each back-in interest is governed by different contracts but is not effectuated until such time as the Company has recovered its cost plus varying amounts. No back-in interests will become effective during the remainder of 2009 for Wildes.

Other Oil and Gas Exploration or Acquisition Opportunities

The Company will continue to seek additional opportunities to either explore for or acquire existing oil and gas production.

Real Estate

The cash operating costs of the multifamily housing complex in Gillette, Wyoming are estimated to be $195,000 for the balance of 2009. There are no additional budgeted capital expenditures for real estate operations during 2009.

Geothermal Energy Projects

The Company has a 25% ownership interest in a geothermal company. Budgeted cash expenditures to maintain the Company's 25% ownership will require the expenditure of an estimated $3.1 million during the balance of 2009 if all the contemplated drilling and property acquisition projects are achieved. In the event that the Company elects to either partially fund or not participate in cash calls its only penalty is dilution of ownership.

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Reclamation Costs

At September 30, 2009, there were no reclamation projects on the Company's mineral or oil and gas properties that would require the expenditure of cash reserves during the balance of 2009.

Results of Operations

Three Months Ended September 30, 2009 compared to 2008

Operations for the quarter ended September 30, 2009 resulted in a loss of $2.6 million. The net loss, after taxes was $1.7 million, or $0.09 per share, as compared to net income of $3.8 million, or $0.16 per share, during the quarter ended September 30, 2008. Net income at September 30, 2008 included a gain of $5.2 million, or $0.22 per share, from discontinued operations related to the sale of a portion of the Company's investment in Sutter Gold Mining Inc. ("Sutter"). The losses from continuing operations at September 30, 2009 and 2008 included $1.7 million and $865,000 in non cash items, respectively, consisting of depreciation, amortization, depletion, impairment on oil and gas properties, non cash compensation and non cash payment for services rendered. Depreciation, amortization and depletion expense increased $567,000 during the quarter ended September 30, 2009 over the prior year due primarily to the completion of the Company's multifamily housing complex, in the amount of $78,000, the amortization of full cost oil and gas capitalized costs in the amount of $475,000 and $14,000 from equipment.

The Company recognized $1.3 million in revenues during the quarter ended September 30, 2009 as compared to revenues of $569,000 during the same quarter of the prior year. Real estate revenues increased by $189,000 as a result of the completion of the multifamily housing complex in Gillette, Wyoming and oil and gas revenues increased $526,000 as a result of production from an oil and gas well completed in the fourth quarter of 2008. Real estate operations resulted in a net gain before taxes of $179,000. Oil and gas operations resulted in a loss of $258,000 during the quarter ended September 30, 2009. This loss is primarily as a result of an impairment of $405,000 taken during the quarter.

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The following table summarizes production volumes, average sales prices and operating revenues for the three months ended September 30, 2009 and 2008:

                                                                                2009 Period Compared to 2008
                                                                                           Period
                                                Three Months Ended                                      %
                                                   September 30,               Increase              Increase
                                               2009              2008         (Decrease)            (Decrease)
Production volumes
Oil and condensate (Bbls)                          3,351              --             3,351                  100 %
Natural gas (Mcf)                                120,314              --           120,314                  100 %
Natural gas liquids (Bbls)                         3,504              --             3,504                  100 %
Average sales prices
Oil and condensate (per Bbl)               $       42.67      $       --     $       42.67                  100 %
Natural gas (per Mcf)                               2.91              --              2.91                  100 %
Natural gas liquids (per Bbl)                      28.54              --             28.54                  100 %
Operating revenues (in thousands)
Oil and condensate                         $         143      $       --     $         143                  100 %
Natural gas                                          350               -               350                  100 %
Natural gas liquids                                  100               -               100                  100 %
Total operating revenue                              593               -               593                  100 %
Lease operating expense                               29               -                29                  100 %
Impairment                                          (405 )             -              (405 )                100 %
Gain before DD&A                                     217               -               217                  100 %
DD&A                                                (475 )             -              (475 )                100 %
Gain (Loss)                                $        (258 )    $        -     $        (258 )                100 %

When the Company entered into its agreement with TCM, it agreed to pay all costs associated with the water treatment plant at the Mount Emmons molybdenum property and thereby recorded $379,000 in costs and expenses for that facility during the quarter ended September 30, 2009.

General and administrative expenses increased by $141,000 during the quarter ended September 30, 2009 as compared to the prior year. This increase relates primarily to the entry into the oil and gas business which has required additional professional consulting services. Future growth into this business segment will likely require additional professional employees and consultants.

Other income and expenses - The Company recorded an equity loss from its investment in a geothermal partnership in the amount of $339,000 during the quarter ended September 30, 2009 with no similar losses reported during the prior year. The geothermal industry is a capital intensive business which will result in ongoing equity losses until such time as properties are sold or the Company sells its investment. Interest income decreased from $324,000 during the quarter ended September 30, 2008 by $236,000 to interest income of $88,000 at September 30, 2009. The decrease is a result of lower amounts of cash invested in interest bearing instruments and lower interest paid on those investments.

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The Company therefore recorded a net loss before taxes of $2.6 million during the quarter ended September 30, 2009 as compared to a net loss before taxes of $2.5 million during the quarter ended September 30, 2008. The reduction in net earnings after taxes of $3.8 million recorded at September 30, 2008 to a net after tax loss of $1.7 million during the quarter ended September 30, 2009 is as a result of the gain recorded during 2008 from the sale of the Company's interest in a gold mining company, Sutter.

Nine Months Ended September 30, 2009 compared to 2008

Operations for the nine months ended September 30, 2009 resulted in a loss of $7.0 million, or $0.33 per share, as compared to net income of $334,000, or $0.01 per share, during the nine months ended September 30, 2008. Net income for the nine months ended September 30, 2008 included a gain of $5.4 million, or $0.20 per share from discontinued operations related to the sale of a portion of the Company's investment in Sutter. The losses from continuing operations for the nine months ended September 30, 2009 and 2008 included $5.7 million and $2.8 million in non-cash items, respectively, consisting of depreciation, amortization, depletion, impairments taken on oil and gas properties, non-cash compensation and non-cash payment for services rendered. Depreciation, amortization and depletion expense increased $2.2 million during the nine months ended September 30, 2009 over the prior year due primarily to the completion of the Company's multifamily housing complex, in the amount of $451,000, and the amortization of full cost oil and gas capitalized costs in the amount of $1.8 million. Non-cash compensation decreased $852,000 during the nine months ended September 30, 2009 from those recorded during the same period of 2008 as a result of lower expenses related to the amortization of stock options and lower market prices for the Company's common stock related to equity compensation.

The Company recognized $4.1 million in revenues during the nine months ended September 30, 2009 as compared to revenues of $1.0 million during the same period of the prior year. Real estate revenues increased by $1.2 million as a result of the completion of the multifamily housing complex in Gillette, Wyoming. Oil and gas revenues increased $1.9 million as a result of production from an oil and gas well completed in the fourth quarter of 2008. Real estate operations resulted in a net gain before taxes of $629,000. Oil and gas operations resulted in a loss of $1.5 million which includes $1.8 million in non-cash depletion and amortization expense and an impairment of $1.5 million. The impairment was recorded as a result of depressed prices for natural gas and dry hole expenses which had been capitalized.

-30-

The following table summarizes production volumes, average sales prices and operating revenues for the nine months ended September 30, 2009 and 2008:

                                                                               2009 Period Compared to 2008
                                                                                          Period
                                                Nine Months Ended                                      %
                                                  September 30,               Increase              Increase
                                               2009             2008         (Decrease)            (Decrease)
Production volumes
Oil and condensate (Bbls)                         10,451             --            10,451                  100 %
Natural gas (Mcf)                                351,191             --           351,191                  100 %
Natural gas liquids (Bbls)                         4,507             --             4,507                  100 %
Average sales prices
Oil and condensate (per Bbl)               $       45.16     $       --     $       45.16                  100 %
Natural gas (per Mcf)                               3.69             --              3.69                  100 %
Natural gas liquids (per Bbl)                      31.95             --             31.95                  100 %
Operating revenues (in thousands)
Oil and condensate                         $         472     $       --     $         472                  100 %
Natural gas                                        1,296              -             1,296                  100 %
Natural Gas Liquids                                  144              -               144                  100 %
Total operating revenue                            1,912              -             1,912                  100 %
Lease operating expense                             (141 )            -              (141 )                100 %
Impairment                                        (1,468 )            -            (1,468 )                100 %
Gain before DD&A                                     303              -               303                  100 %
DD&A                                              (1,795 )            -            (1,795 )                100 %
Gain (Loss)                                $      (1,492 )   $        -     $      (1,492 )                100 %

When the Company entered into its agreement with TCM, it agreed to pay all costs . . .

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